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Revocable Permission for Limited Use of Content, Images, Trade Names, Trademarks, Service Marks and/or Corporate Logos

These terms address the use of certain catalog or other content, trade names, trademarks, service marks and/or corporate logos owned or controlled by Stanley Black & Decker, Inc directly or through one or more of its subsidiaries in its Engineered Fastening business, (hereinafter and collectively "STANLEY" or "STANLEY Engineered Fastening").

STANLEY Engineered Fastening is willing to give its permission for the aforementioned applicant (Licensee") to use "STANLEY Content" and/or the "STANLEY Marks" during the term of this Agreement solely for the "Permitted Purpose", provided that Licensee agrees to be bound and abide by the following terms and conditions:

1. "STANLEY Content" means all STANLEY Engineered Fastening material provided or made available to Licensee by STANLEY Engineered Fastening hereunder, which may include text, graphics, photographs and/or materials generated in any form or medium. "STANLEY Content" includes any materials derived by Licensee from any materials provided or controlled by STANELY Engineered Fastening, including, through any conversion of materials to a format ready for display on Licensee's website. "Modified STANLEY Content" means STANLEY Content, as modified by Licensee.
2. "STANLEY Marks" means the applicable trade name(s), trademark(s), service mark(s) and/or corporate logos of STANLEY Engineered Fastening that identify or relate to STANLEY Engineered Fastening and/or the STANLEY Engineered Fastening products depicted or described in STANLEY Content.
3. Licensee may use STANLEY Content, Modified STANLEY Content and/or the STANLEY Marks for the sole purpose of reproducing and/or using them in connection with offering or promoting the applicable products and/or services of Stanley Engineered Fastening in Licensee catalogs and/or on Licensee's website, (the "Permitted Purpose").
4. Licensee's right to use STANLEY Content, Modified STANLEY Content and the STANLEY Marks will expire one (1) year from the date of this letter, but STANLEY Engineered Fastening shall have the earlier right to rescind its permission and revoke the rights granted to Licensee hereunder, at any time and for any reason (including convenience), all solely at STANLEY Engineered Fastening's option and discretion, by sending written notice thereof to Licensee. Upon the receipt of such notice and upon the expiration of this Agreement, Licensee shall, within thirty (30) days, cease any and all use of STANLEY Content, Modified STANLEY Content and the STANLEY Marks, all at no cost or expense to Stanley Engineered Fastening. Unless either party notifies the other by certified mail at least three (3) months before the expiration of the term of this Agreement of its intention not to renew and continue the same, such term shall be automatically extended for a further period of one (1) year; and, in such event, all the terms and provisions hereof shall continue in full force and effect during the extension period.
5. Licensee will use the STANLEY Content, Modified STANLEY Content and STANLEY Marks only for the Permitted Purpose. All goodwill associated with Licensee's use of STANLEY Content, Modified STANLEY Content or the STANLEY Marks shall inure to the benefit of STANLEY Engineered Fastening, solely and exclusively. Nothing herein is intended to restrict STANLEY Engineered Fastening's right to use (or to permit others to use) STANLEY Content and/or the STANLEY Marks in any way at any time.
6. Before making any STANLEY Content, Modified STANLEY Content and/or media depicting any of the STANLEY Marks available publicly, Licensee shall give STANLEY Engineered Fastening thirty (30) business days to review a proof and the intended use and implementation. If it is objectionable to Stanley Engineered Fastening for any reason, Stanley Engineered Fastening shall have the right to demand modifications thereto or cessation of any and all use thereof and Licensee shall change the use and/or implementation of STANLEY Content, Modified STANLEY Content and/or the STANLEY Marks to satisfy Stanley Engineered Fastening's concerns. Licensee shall submit all such modified proofs to Stanley Engineered Fastening for review. In no event shall Licensee disseminate any media containing STANLEY Content, Modified STANLEY Content and/or the STANLEY Marks without STANLEY Engineered Fastening's prior written approval.
7. All other rights with respect to STANLEY Content (and any reproductions or derivative works thereof, including Modified STANLEY Content), and the STANLEY Marks, whether now existing or that may hereafter come into existence, are reserved for STANLEY Engineered Fastening. Licensee acknowledges and agrees that STANLEY Content, Modified STANLEY Content, the STANLEY Marks and all right, title and interest therein, is and shall remain the exclusive property of Stanley Engineered Fastening and, except as expressly described in this Agreement, Licensee shall have no rights to copy, use, reproduce, display, perform, modify or transfer the STANLEY Marks, STANLEY Content, Modified STANLEY Content and any derivative works thereof. Licensee will not (nor will any other person or entity that Licensee controls, which Licensee is controlled by, or which is under common control with Licensee), directly or indirectly: (a) challenge the title, validity or enforceability or any other rights of Stanley Engineered Fastening in or to any of the STANLEY Marks; or, (b) apply to register or maintain any application or registration for a mark or domain name that includes, as a part of the mark or domain name, any of the STANLEY Marks or any other mark confusingly similar thereto, in any jurisdiction, domestic or foreign.
8. Licensee hereby irrevocably assigns to Stanley Engineered Fastening all rights in Modified STANLEY Content and shall give STANLEY Engineered Fastening any reasonable assistance to perfect and enforce this Assignment and the rights defined in this Agreement.
9. Licensee acknowledges and agrees that it will use the STANLEY Marks only and precisely in the manner approved by Stanley Engineered Fastening and never alter the STANLEY Marks or the approved depictions and will cause those notices as instructed by STANLEY Engineered Fastening to be displayed on each page on which STANLEY Marks appear and will comply with any and all other conditions set forth from time to time by STANLEY Engineered Fastening with respect to style, appearance, and manner of use of the STANLEY Marks.
10. Licensee warrants and represents that: it owns all right, title and interest in and to content it uses that is not STANLEY Content or STANLEY Marks; it has the power and authority to enter into this Agreement and to perform its obligations hereunder; and, all media it disseminates that contains STANLEY Content, Modified STANLEY Content and/or the STANLEY Marks will not violate any laws, regulations or ordinances, or the rights of any third party.
11. Licensee shall indemnify, defend and hold Stanley Engineered Fastening harmless for any claims, damages, legal actions, losses, liabilities, regulatory actions, corrective actions (recall), and expenses (including reasonable attorneys' fees) arising in relation to or resulting from use of STANLEY Content, Modified STANLEY Content and/or STANLEY Marks pursuant to this agreement.
12. STANLEY Engineered Fastening has and retains the sole and exclusive right, exercisable in its sole discretion, to take action against other persons or entities for infringement, imitation, or unauthorized use of STANLEY Content, Modified STANLEY Content and/or the STANLEY Marks, including the sole discretion to settle any such claims or any controversies arising out of any such claims. Licensee shall not have any rights, claims, or recourse against STANLEY Engineered Fastening for damages, costs, expenses, or otherwise by reason of STANLEY Engineered Fastening's decision not to act, or by reason of any settlement to which STANLEY Engineered Fastening may agree, with respect to any alleged infringement, imitation or unauthorized use by others of the STANLEY Marks. STANLEY Engineered Fastening makes no representation or warranty to Licensee regarding the right to use STANLEY Content, Modified STANLEY Content and/or the STANLEY Marks under the laws and regulations of any country or jurisdiction. STANLEY Engineered Fastening will not indemnify or otherwise defend or hold Licensee harmless from any losses, costs, demands, claims or damages that may result from any claims of any kind against Licensee, including claims of infringement. Stanley Engineered Fastening, however, reserves the right, but not the obligation, to enter and conduct the defense in any claim of infringement.
13. The granting of permission to use STANLEY Content, Modified STANLEY Content and/or the STANLEY Marks, and the terms and conditions set forth in this letter, are not intended to create, and shall not be interpreted or construed as creating, a partnership, joint venture, agency, employment, master and servant, franchise, or similar relationship between STANLEY Engineered Fastening and Licensee, and no representation to the contrary shall be binding upon either party.
14. Licensee acknowledges and agrees that its failure to comply with the provisions of the terms and conditions set forth in this letter will result in immediate and irreparable harm to STANLEY Engineered Fastening, and that Licensee will not oppose, and STANLEY Engineered Fastening shall be entitled to obtain, a temporary restraining order and preliminary injunctive relief, from any court to which STANLEY Engineered Fastening may apply, prohibiting further use of STANLEY Content, Modified STANLEY Content and/or the STANLEY Marks by Licensee. The failure (or repeated failures) by STANLEY Engineered Fastening to assert, exercise, or seek to enforce its contractual and legal rights under the terms and conditions of this letter shall not be interpreted as a waiver of such rights, past or future.
15. This Agreement is governed by the laws of the State of Delaware, without regard to its principles of conflict of laws that may trigger the application of the law of any other jurisdiction.
16. The above terms and conditions may not be amended or altered in any way except in a writing signed by both parties.

If Licensee accepts and agrees to be bound and abide by the foregoing terms and conditions, please select "I Agree". Please understand, however, that the permission offered by STANLEY Engineered Fastening herein will not be effective unless and until access is granted within 2 business days.